As renowned activist investor Nelson Peltz prepares for a major public showdown with Walt Disney Co., he’s taking cues from an old playbook, created in the heyday of corporate raiders.
(Bloomberg) — As renowned activist investor Nelson Peltz prepares for a major public showdown with Walt Disney Co., he’s taking cues from an old playbook, created in the heyday of corporate raiders.
Peltz, who has said Disney is in crisis, stuffed with overpaid executives who in turn have overpaid for other companies, filed paperwork on Thursday to begin a proxy fight for a board seat. Disney is asking shareholders to reject the proposal and plans to file its own preliminary proxy statement next week, after failing to privately persuade Peltz and his firm, Trian Partners LP, to back down.
The fight hearkens back the days of swashbuckling corporate raiders, when Peltz got his start, rather than the more genteel shareholder proposals floated by social activists at annual meetings today, according to Jo-Ellen Pozner, an assistant professor of management at Santa Clara University.
“It’s a little unexpected; the tone of the corporate governance landscape is not this active and so public,” she said in an interview. “It feels like a throwback to the 80s.”
When Disney responds to Peltz, it will likely do so with as much vigor. The company may highlight weaknesses in Peltz’s presentations to shareholders, including flaws in his calculations of returns, factual misstatements and an overall lack of specific strategy, according to people familiar with the company’s thinking, who asked not to be identified discussing private strategy talks.
Disney could also go after the activist investor’s age. Peltz is 80. Disney’s bylaws say it can’t nominate a board candidate who is 75 years or older, unless the board determines there are special circumstances for doing so.
The entertainment giant has yet to set a date for its annual meeting. Last year’s was in early March. Between now and then, Disney and its consultants will likely be reaching out to large investors and proxy advisory firms such as Institutional Shareholders Services, to argue for its preferred board composition.
Things weren’t always this way. In 2019, the longtime activist investor was invited to speak to the Disney board by then Chief Executive Officer Bob Iger. Last summer, Peltz lunched at the Disneyland resort in Paris with Iger’s replacement, Bob Chapek, and their wives.
The friendliness has faded. Peltz accumulated shares in Disney in late 2022, ultimately accumulating a $900 million stake, and started seeking changes at the company. Trian was a major Disney shareholder when Iger, 71, was rehired as CEO in November.
Trian and Disney directors quietly tried to reach a detente, but couldn’t, both parties have said. In filings this week, Peltz came out swinging, much like an old-school corporate raider. He’s fought in several proxy contests through his career, gaining access to boards at companies including Heinz and Procter & Gamble Co. He’s lost as well, failing to get on the board of DuPont.
Peltz’s main criticisms of Disney center around its botched succession planning, “over-the-top” compensation and lack of cost discipline. Trian launched a website, Restore the Magic, to get its views across, calling Disney’s problems “self-inflicted.”
Peltz is also asking shareholders to reject any bylaws passed by board since March 2019, an effort to preempt the company from putting in a mandatory age limit, or any other restrictions on his nomination. He put forth his son Matthew Peltz, the co-head of research at Trian, as an alternate if he can’t serve.
Disney disagrees with Peltz’s views, and says it’s got a long track record of financial and creative success. Iger is rebalancing investment with revenue, while bringing a renewed focus on the creative talent that’s made the company “the envy of the industry,” Disney said.
On Wednesday the company named former Nike Inc. CEO Mark Parker to the role of chairman at the next annual meeting. He’ll have a special focus on succession planning.
More information may come at other key dates for Disney, too. It reports earnings on Feb. 8, which will be Iger’s first since returning as CEO. He may be asked about, and articulate, his plans to confront the company’s challenges.
Given Disney’s poor stock performance and succession-planning debacle, those obstacles are likely formidable, said Charles Elson, a longtime corporate governance advocate at the University of Delaware.
“Iger, given what’s happened, is in a very weak position,” Elson said in an interview. “That board is back in the news in a very negative way. I don’t think the large investors are particularly sympathetic.”
–With assistance from Liana Baker.
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